Room 305
by Emerald Kitten
Summary: Run. All they had done for the last few weeks was run from the Governor. Now they were exhausted and in desperate need of a place to hide for the night. What will happen when the group seek sanctuary in an abandoned hotel? Caution: SMUT WARNING for Chapter 2. 4theloveofcaryl Hotel Picture Prompt Contest Winner: BEST OVERALL & BEST OF CONTEST.
1. Chapter 1

Running. All they had been doing was running. No matter where they ran or how far out they headed it would never be far enough. Like a bloodhound with a scent, the Governor would track them all across the entire state of Georgia until he had hunted down each and every last one of them, intent on wiping their group from the face of the planet.

It had been weeks now. One day bled into the next, making the tracking of time virtually impossible. But so long as they kept running, kept one step ahead of the psychotic bastard on their tail, they were alive. They had a chance to stay that way. They lived to make it to the next day.

The morning they had fled the prison it had been cold and desolate. The Governor had rolled in with his tanks, guns blazing as he declared war on the people living there. The madman had taken particular delight in killing the Woodbury people first. Every last man, woman and child who had blindly believed that he could offer them a taste of the old life before the walkers were the first to go. He corralled them into a corner and systematically mowed them down one by one. There had been nothing Rick or the others could have done to save the former Woodbury residents. The core group from Atlanta along with the Greene family had barely managed to make it out of the prison alive as it was. The warrior Michonne also succeeded in escaping the Governor and his men. The group had gathered whatever they could lay their hands on and piled into Hyundai and an old truck, and with Daryl on his bike leading the caravan the survivors of the prison had fled in search of safer, greener pastures.

Pastures where the threat of the Governor was no more than a distant memory of a horrific past they had survived. The only thing that had kept them alive was their automatically ability to fall back into the survival patterns they had forged over the winter past.

After running non-stop for so many days on end everyone was utterly exhausted. Cramming all their people into a too-small truck and a soccer mom car had resulted in fuses running very short. Squabbles started over the smallest issue. The adults had regressed to children bickering over the tiniest issue. The cries and screams of teething baby Judith only exasperated the volatile situation. Even Daryl had not been immune to the air of tension surrounding the fleeing group. His solitary position on his bike as the lead of the caravan kept him out of the cars and away from the ruckus, but he still had to deal with the generally short-tempered members of the group when they sought shelter for the night.

A combination of sleep-depravation, coupled with minimal food and keeping in a constant state of vigilance was finally taking its toll on every single person there. They were at their collective breaking points with no end in sight to the living nightmare they wandered through each day. They were short on food, time and patience. A powder keg of ingredients that when ignited would lead to one hell of an explosion.

The prison survivors were dead on their feet and in desperate need of a reprieve, if only from each other for one night. Yes, they were family and they were all they each had left in the world. They would kill and die for one another, but sometimes even the strongest family needed a vacation from themselves.

The day was setting into dusk when their caravan coasted a hill on the outskirts of the state limit and found an abandoned hotel nestled at the base of the incline. Everyone was thrilled to say the least with the discovery. The promise of finally spending a night on a mattress instead of the cold ground of the woods or the cramped seats of the vehicles was a welcome thought to all. The desolate air of foreboding that had settled amongst the remaining members of the group lifted instantly as the three storey building came into view.

A wooden sign hanging from rusty chains proclaimed their home for the night as 'The Walk-On Inn'. That was fitting.

Daryl couldn't hide his snort of amusement when he rode past the sign. Might as well have called this death trap 'The Walker Inn'.

The building was ugly to say the least. The once stately dwelling had definitely seen better days. Rotting shutters hung limply against the bare windows, the yellow paint peeling away in large globs. The surrounding gardens were overgrown and shaggy, making the entire place look eerie. A rusty swing set stood to the side of the building. One of the chain's supporting the seat had broken, leaving the plank of wood still attached dangling haphazardly towards the ground. A breeze caught the swing, pushing the seat back and forth and filling the air with the haunting music of chain link rubbing together.

It was like something straight out of a B-grade horror movie. All they needed was for clouds to roll in and a crack of lightening to illuminate the sky and the picture would be complete.

The group approached the building with caution. Just because it looked uninhabited by the living didn't mean the dead hadn't taken up residence. With the state of the world now, there was every possibility that the last guests to check into this hotel had never checked out.

This latest find had the potential to be the ultimate roach hotel. But instead of black insects scurrying around to find shelter in a darkened corner the bugs would be larger and more disease ridden; harbingers of death instead of salmonella and streptococcus. And they wouldn't scurry from the light. They would shuffle towards it in search of a living, breathing being they could rip apart piece by blood-soaked piece.

From the looks of the place it was impossible to tell if it had simply fallen into disrepair due to the lack of staff around to sweep the cobwebs from the windows or if it had been abandoned long before the Nixon administration was around.

Daryl was off his bike, his crossbow raised ready to provide cover before the rest of the caravan had even pulled to a stop. Looking over at Rick for confirmation, the hunter waited for the former cop to slide out of the truck before scouting the perimeter together. Despite the tension that had slowly been eating away at the group's moral, they would not approach an unknown variable such as this hotel alone. Maggie and Glenn exchanged a look and took off in the opposite direction. Rick and Daryl headed left, Maggie and Glenn headed right. Both groups would meet on the other side of the building once the perimeter was deemed clear.

The previous winter on the road together had given birth to a non-verbal language between the members of the group.

The light faded quickly as Rick and Daryl silently moved around the large building. By the time the two men met up with Glenn and Maggie on the other side a trail of rotting corpses was littered around the outskirts of the hotel, forming a crude barrier that resembled a morbid ring around the rosie. The stench of the dead would mask the scent of the living, at least for one night.

Walkers were good for something after all is seemed.

A set of double French doors hung open on the back porch like an invitation to enter. The wooden doors banged lightly against the outside walls; their movement spurred on by the early evening breeze. The curtains from inside had made their way outside, rising and falling like white waves on the ocean. It looked like whatever had been inside made its way outside…hopefully.

Rick held a finger to his lips, urging the small group to move with practiced stealth. The group of four moved as one with trepidation through the threshold and into the hotel. Rick took point, with Glenn and Maggie flanking him while Daryl brought up the rear.

The first thing to hit them was the stench of death. The acrid smell hung heavily in the air of the lobby they found themselves now standing in. Daryl moved to scope out the lobby counter. Upon closer inspection, he found the source of the smell. What was left of the once hotel manager lay crumpled and decaying on the ground. The walkers had stripped too much of this man's body for him to return from the dead. In this world, that was a small blessing at least. Without speaking, Rick and Glenn picked up the carcass and hauled it outside.

The second thing to hit the scouting group was the décor of the lobby. For a moment, Daryl thought they had somehow stepped through the backdoor and into another time. If the outside looked like a scene from a classic horror movie, the inside looked like something straight out of Bewitched. The wallpaper featured large yellow flowers trailing up the walls. The couches, while still in relatively good condition, were tweed and most definitely original fixtures. But it wasn't a themed place. The owners must have built it and kept everything original from the first day it opened. The only thing proclaiming the hotel was actually a part of the 21st century was a laptop covered in dust sitting on top of the lobby counter.

The group moved systematically through the ground floor of the hotel before continuing their sweep to the upper levels. There were no walkers to be found inside at all. The corpse of the manager had been their only discovery of death inside the building.

The cockroaches had checked out after all it seemed.

Rick moved to the front entry way and whistled to the rest of the group. Despite their exhaustion, they fell into their well-practiced survival patterns from the previous winter as if no time had passed. One by one the members of the group trickled into the building.

Carl slinked though the doorway first; his gun drawn and ready to shot down any threat the others may have missed. Carol came next, carrying a thankfully sleeping Judith tightly swaddled in a pink blanket. Hershel - still getting used to the freedom his newly acquired prosthetic leg afforded him -followed. The youngest Greene daughter walked alongside her father; her head darting about searching for potential threats. Michonne brought up the rear of the odd collection of survivors, her katana drawn and ready for action. Once she had stepped across the threshold, the silent woman turned and closed the doors behind her, going so far as to bolt the lock and slide the chain across for good measure.

"What?" she asked when she turned around, noticing the curious looks the rest of the group were giving her. "You want a wake-up call by walker at 6am?"

"If we do have company, I don't think a privacy chain will hinder their entry much," Hershel chuckled, clutching a weary-looking Beth to his side.

Michonne shrugged her shoulders, allowing her own chuckle to escape. "Probably not, but I for one am not taking that chance."

"We could always turn the 'No Vacancy' sign on," Glenn offered with a smirk, jumping up to sit on the counter top, his feet dangling lazily in the air. Maggie stepped into the space between his legs and reclined, allowing herself to be supported simultaneously by the desk and her fiancé.

The entire group laughed wearily at Glenn's joke. They were too tired to muster anything more than that for the young man trying to lift their spirits. Carl took his cue from Michonne's actions and closed the double doors at the rear of the room, but the doors had been hanging open for too long and had become warped and bent while exposed to the elements. After a moment of pushing and shoving, Carl managed to coerce both doors back into place. But all it did was create a barrier from the cold night's air. If a walker did press against those doors they would probably shatter into a million tiny splinters. Rick moved with his teenage son, helping the young man slide a large armoire across and blocking the entry way.

"Michonne's right," Rick started, wiping his hands on his jeans. "We can't be too careful."

Daryl glanced around at the assembled faces. It was clear the lot of them were at their breaking points. Carol in particular looked dead on her feet. She had been riding with Rick, Carl and the baby for the last few days. Daryl would have preferred her quiet company with him on the bike, but Rick had needed a buffer between him and his pissed-off son, so Carol had gotten shoved right in the middle of the Grimes family dispute.

The bickering between father and son did not look like it had abated any since he saw her at breakfast that morning. Carl had thrown a particularly bad tantrum and stormed off into the woods alone. The kid had made his way back within ten minutes, but not before Daryl had heard a string of curse words escape the young man's mouth. The younger Dixon had actually been impressed with some of the language to make its way out of Carl's mouth. Aside from Merle, he had never hear the word 'fuck' used so much in such a short amount of time.

Rick cleared his throat, drawing Daryl out from his thoughts and back to the conversation at hand.

"Now we got lucky finding this place," Rick started, his gaze moving to each member of the group in turn. "But we shouldn't confuse luck with complacency. We still need to keep our guard up here. Daryl, Glenn, Maggie and I have already made a clean sweep of this building. We didn't find any walkers inside, but that doesn't mean we don't tread lightly. Keep your guard up and stay in pairs tonight, understand?" Rick's gaze moved from face to face as he took in their nods of agreement. "I know we've got the luxury of beds, but that don't mean we drop our guard. We cannot afford to take risks anymore."

The Sheriff's Deputy sighed, raking a hand over his tired face. "First off, we need food. Something…anything. Check the rooms, see what you can find."

"So," Maggie drawled from her position against Glenn. "This is a mints on the pillows run then?"

Rick snickered at the younger woman. "Frankly, at this point in time I'd settle for sucking the chocolate from an old wrapper. But anything you can find. There's gotta be a kitchen 'round here somewhere. You and Glenn take Carol and check it out." The lawman turned his attention to Carol. "That ok with you?" he asked.

"Of course." Carol nodded her head wearily and moved across the room, delivering the still-sleeping Judith into Hershel's outstretched arms. The baby stirred at the movement, but thankfully did not wake. She nestled deeper into her new bed against Hershel's chest and sighed contentedly.

"Alright then," Rick smiled softly across the room towards his sleeping daughter. "For the moment, the rest of us will stay here. See what you can find that's still of use. Blankets, medical supplies, anything. Whatever you can find bring it back to this central location. There's gotta at least be peanuts and chips in the minibars."

"And booze," grinned Glenn, pushing himself from the counter to land softly on his feet behind Maggie.

Daryl snorted. "Don't you remember what happened last time you got shit-faced?" he asked, thinking of that night at the CDC. The hangover that Glenn experienced the following morning was still joked about within the group to this day.

The younger man would never live that night down.

Rick chuckled, his shoulders shaking lightly at Daryl's barb. "Glenn's right, there should be alcohol. This place doesn't look like it's been looted yet. The mini bars should still be stocked. Grab whatever you find. It'll always come in useful. Beth and Carl, you're on watch. Carl, you take the front. Beth," Rick pointed to the youngest Greene daughter, "you take the back. Either of you seen anything, you raise the signal."

Both teenagers nodded their understanding and proceeded to their appointed stations. Despite Rick and Carl not seeing eye-to-eye lately, the kid had enough common sense to follow an order to protect the group when it was issued. Carl would do whatever it took to protect his baby sister.

The small group scattered, each moving towards their appointed task. Hershel sat down on one of the yellows couches, Judith still sleeping happily in his arms. It went without saying now that whoever had the baby was to stay out of the fray. Carol followed Glenn and Maggie as the young couple disappeared further into the depths of The Walk-On Inn, searching for a miraculously fully-stocked kitchen that could be their salvation for the evening. He had heard Glenn murmur something to Maggie about him being the one to clear the kitchen when the group checked the hotel earlier. Obviously he would lead the women back to it without trouble. Carol passed by Daryl as she left the room, giving the hunter a tired smile and a comforting squeeze on the arm as she passed.

His eyes followed her as she walked away from him, watching the trio migrated down a dimly lit hallway to round a corner and disappear from his sight. Daryl didn't know when exactly it had happened, but he had started watching Carol's movements like a hawk and he had no intention of stopping anytime soon.

They had all lost so much already, he wasn't prepared to lose anything else.

Rick, Michonne and Daryl dispersed, worked quickly gathering what they could from the rooms. Within the space of half an hour a large pile of blankets, snack food and alcohol bottles was amassed on a coffee table in the centre of the lobby. They only brought out the items they intended to take with them when they hit the road in the morning. If the Governor did make an appearance during the night it would be easier to grab their supplies from one location rather than scatter through the rooms searching for things when they should have been fleeing.

Daryl had managed to find several small Southern Comfort bottles amongst the items pilfered from the ground floor mini-bars. He had snuck them inside his vest and away from the others. He was all for sharing, but the last few weeks had been extremely stressful and Daryl figured he deserved a quiet drink by himself tonight. The half-full pack of cigarettes he found amongst the abandoned possessions in one room added to his stash of luxuries for the evening.

Who knew when he'd get the chance to saver a smoke again?

The hunter was depositing a final armload of blankets to the pile of supplies when Maggie and Carol returned from their own scavenging mission. The grins on the women's faced announced their victory without a single word spoken. But the duo had been a trio when they had started out.

"Where's Glenn?" Daryl frowned, waiting for his answer. There was no way Maggie would be grinning like that if something had happened to her man.

"Right here," Glenn announced, appearing behind the women. He was pushing a room service cart covered with a white tablecloth. "Dinner is served," he said with a flourish of his hand, whipping the cloth away from the cart to reveal the contents beneath.

The thing was laden with an assortment of food. Hot food, Daryl realised upon closer inspection as he moved towards the cart. He stomach rumbled when he laid eyes on the feast.

"Carol found a propane stove in back," Maggie said gleefully, clapping her hands like an excited child. "Still working and all. We even got some dessert too," she announced, holding out a large box of foil wrapped chocolates.

The mints on the pillow run had been successful after all.

"It's not much, but we need a hot meal after so many nights on the road." Carol shrugged her shoulders at Maggie's fawning.

The smell of the hot food beckoned the group back together without an announcement needing to be made. They found positions around the room, reclining against walls when seats were occupied, savouring their feast in silence. This had been the most food available to them since they fled the prison. Daryl's eyes travelled to each person as he chewed on a mouthful of pasta. For the first time in days, everyone was smiling. Whether it was tired and weary or a full-blown grin, everyone looked happy and at ease. The discovery of the hotel had lifted an invisible weight from their combined shoulders. It felt good to be safe, at least for tonight. A good night's sleep and a full belly was exactly what they all needed right now.

Once the food was demolished the group started breaking off to find their rooms for the night. Even though everyone was looking forward to some much needed space after surviving for weeks in such close quarters, the majority of the group chose to stay in the ground floor rooms. Daryl grabbed a portable lantern and walked towards the stairs, intent with bunking down somewhere on the top floor. He didn't remember who was on watch tonight, but Daryl figured he's keep watch unofficially for a spell. Couldn't hurt none.

Plus, he needed some distance from them all, if only for one night.

Rick was standing near the base of the stairs holding a still-sleeping Judith in his arms when Daryl approached. The redneck jerked his chin upwards in the direction of the staircase. "I'm gonna take a room up top. Keep an eye out." Better vantage point from up there if Phillip decided on paying them all a surprise visit in the dead of the night.

Rick gave the hunter a surprised look. "Glenn and Maggie are takin' watch tonight. You should rest brother."

Daryl snorted. "You puttin' those two on watch again together? You know they ain't gonna be watchin' the horizon."

The cop chuckled, Judith bouncing lightly in his arms with the action. "They'll be fine." Rick returned his attention to his sleeping daughter. "Give Glenn some credit," he cooed down at the baby.

"Ain't Glenn I'm worried about here," Daryl said with a smirk, turning to take the staircase two steps at a time.

He knew Glenn and Maggie wouldn't drop the ball when it came to something like this, but he was still planning on keeping his own watch with the small bottles of Southern Comfort he'd found to keep him company. Sitting in a comfortable room with a pack of cigarettes and some bottles of liquor to warm him on a night like tonight sounded like one hell of a good idea.

"Daryl?" Rick called up the stairs, halting the hunter in her tracks. The younger Dixon turned to find Rick standing at the base of the staircase looking up at him. The corner of Rick's mouth was tugging up, threatening to let a smile escape. "I cleared the top floor earlier. If you're intent on stayin' up there, take Room 305. Top of the landing, first door on the right." The lawman pointed his chin in the general direction as he spoke, the smile becoming more pronounced on his face. "It's…got a great view. Largest window in the place that faces out to the road. Anyone rolls up, you'll be the first to know."

Daryl thought for a moment, processing the new information. "You know where to find me." He nodded his head in thanks before continuing his assent.

Rick's chuckling drifted up the steps. "Sweet dreams brother."

What was that supposed to mean? Daryl couldn't figure out why Rick had been trying to hide a smile from him. What could be so damn funny with this room anyway?

Reaching the top floor, Daryl turned to the right as instructed and easily found a door bearing brass plates numbering '305'. Must be the place. Bracing himself, he twisted the doorknob and cautiously pushed the door open. He didn't know what he'd been expecting to find within, but it sure as shit hadn't been this.

**Author's Note: Thanks for reading the first chapter in what will be two chapter offering. It was written in response to a prompt from SOA Loving Mom's 4theloveofcaryl Tumblr. If you haven't seen it the prompt involved a photo of Daryl and Carol together in a room. The one-shot had to be set at a hotel and include the other members of the group, but other than that you had free rein. Kaye graciously permitted me to make this a two-shot since the story was getting longer and longer than I ever intended it to be. But lately I can't seem to deliver short offerings. Don't ask me why that is because I've got no explanation for it. I tried to reel it in, really I did, but it kept pulling me further and further out to sea. **

**Coming soon to a fanfiction site near you: Chapter 2…**


	2. Chapter 2

**WARNING: Before we get into the second and final instalment of this little (or rather large) diddy please be warned…here be smut. And very bad, naughty words. Continue at ye own risk.**

"Fuckin' hell." The expletive was out of his mouth before he could stop it.

The glow from his lantern lit up the room, illuminating the tacky yellow wallpaper and chunky furnishings. Framed pictures decorated the room, depicting cherubs and stylized hearts by the dozen. Vases of fake flowers were covering most surfaces. A little printed card on the hall table proudly proclaimed _Welcome to the Honeymoon Suite._

Fucking hell.

Goddamn Rick had put him up in the honeymoon suite. No wonder the Sheriff's Deputy had been tickled pink, telling Daryl which room to stay in. He knew damned well this was not the sort of place Daryl would have willingly chosen to hang his hat. Joke was on Rick though. The room looked pretty good despite the artwork and flowers - big bed, lots of space, and that huge window to keep watch from. There was even a table and chair next to window, ready for Daryl to sit back and enjoy a leisurely drink and smoke.

Yeah, this would work for the night. Daryl hoped Rick was enjoying one of the little shoebox sized rooms downstairs, crammed in with a moody teenager and a baby that would start wailing any minute now for dinner.

The hunter walked into the room and closed the door behind him, placing the crossbow and the lantern on the hall table next to the exit. If something did happen, he'd easily be able to scoop up the weapon and light before leaving the room.

He moved about the room, checking out the cupboards opening the doors. He found a lone packet of peanuts jammed in the back of a draw. The date was passed on them but that sort of shit didn't really matter anymore. Food was food.

Drifting about, he explored the rest of the suite. The owners of this joint had really played up the whole love theme. There were even pink heart shaped soaps in the bathroom. Daryl looked at the god-awful things for a moment before snatching them up and inhaling the scent. The familiar fragrance of roses invaded his head. He quickly shoved the things into the pocket of his pants. He'd give them to Carol tomorrow morning. He knew she'd like them. A small smirk appeared on his face when he thought of how she'd react to the gift.

All the women went ape shit over a bar of soap. You'd think they'd been given a diamond the size of a baseball when they got their hands on something like this. But he wasn't going to let the other women get their paws on the tiny luxuries. These were just for her. He had started picking up small things like this for her whenever he went on a run. Things he knew she'd need. Things he knew she'd like. Daryl just didn't know why he felt compelled to bring her things like this and not bring them to Maggie or Beth too. He just figured part of protecting Carol involved looking after her.

It only took a minute for Daryl to get comfortable. He sat at the table, his pilfered alcohol and packet of cigarettes strewn casually across the polished timber top. He slightly pulled back the heavy yellow drapes covering the window, his eyes scanning the area for any potential threats as he lit a smoke. No point in opening the curtains fully; it would only let the light from his lantern leak out and announce to every man and walker in the area that there was life in the old hotel.

Through the glass he could make out Glenn patrolling on the ground below. At least Maggie hadn't dragged the kid off into the surrounding forest for a midnight rendezvous…yet. There was nothing else happening outside thankfully. Cocking his head to the side, Daryl listened while he took a deep drag from the cigarette.

He couldn't hear a peep from the other members of the group.

By this time on night, you would normally hear snoring at the very least. Maybe the owners of this hotel had the foresight to soundproof the honeymoon suite. Or maybe it had something to do with the fact everyone else sleeping two floors below him. Either way, the quiet was a nice change of pace. And since Glenn and Maggie were on watch, he wouldn't have to hear them going at it like rabbits during the night.

Yep, the honeymoon suite would work out for him just fine.

He stayed like that for the next hour, his gaze trailing out across the landscape while he took small pulls from the mini-bar sized bottles at his disposal. The chance to enjoy some solitude with a quiet drink and a peaceful smoke was a rarity he was not going to squander.

A light knock on the door interrupted Daryl's tranquil night. He stubbed out the cigarette on the tabletop; weren't like he needed to be mindful of damaging the furniture no more. He moved across the room quickly, scooping up his crossbow when he reached the table near the entryway. If something was going on surely Rick wouldn't have knocked; he would have barged in. So there probably wasn't a threat, but it didn't hurt to be prepared. Looking out the peephole, he saw the last person he expected to be standing in the hallway this time of the night.

Dropping the crossbow back on the table, he yanked the door open to find Carol standing there tightly clutching a pillow one-handed across her chest. She looked just like a kid arriving for a sleepover.

"You lost or somethin'?" The question came out harsher than he meant it to. He didn't speak to her in that tone anymore. Not since that night on the farm when he'd yelled in her face about Sophia not being his. The liquor he'd already drunk must have affected him more than he thought possible.

He'd turned into a lightweight since the word went to shit.

Carol wasn't supposed to be here; she was rooming with Michonne. He'd made sure of that fact before retiring for the evening himself.

She signed, holding onto her pillow all the tighter. "Michonne snores like a bear."

He snorted. Figured the woman who moved as quiet as the night would be noisy as all hell when she slept. "So what are you doing here anyway?" he asked, folding his arms and leaning against the doorframe.

"I couldn't get any sleep with her like that. And Rick did tell us to stay in pairs tonight…"

"Pfft. Plenty of other rooms to choose from. Why'd you climb up here to the nosebleeds?"

She smiled sweetly at him. "I come bearing gifts," she said, bringing her other hand out from behind the pillow to expose an unopened bottle of Southern Comfort Special Reserve hidden beneath. "Found this when we searched the kitchen. I know it's your favourite. But if you don't want it…" Carol shrugged her shoulders and made like she was going to leave.

Daryl signed and kicked the door open. "Come on," he jerked his head back inside towards his room.

Carol was a master manipulator when she set her mind to it, and she knew exactly how to play Daryl like a fiddle. She knew him too well to know he wouldn't say no to the offer of booze, especially his favourite to boot. And he had already drunk the two tiny bottles he'd snagged from the mini-bar earlier. It made sense for her to share the room with him tonight.

His eyes followed her as she breezed past him, a victorious grin plastered across her face. A tiny whisper in the back of his mind told him this probably wasn't a good idea, but there was no way he was letting her stay alone in one of these rooms. They were in an unfamiliar place just waiting for the enemy to stumble across them. Like hell he was leaving her unprotected. Her bunking down with him meant he could keep watch over her if anything happened through the night.

The booze was just an added bonus.

"So, which side of the bed do you want?" she asked him with a grin, flinging her pillow to land on the mattress.

Why did she insist in saying stuff like that to him? She had to know how uncomfortable that shit made him. Comments like that made him think back to their first night at the prison when she'd jokingly asked if he wanted to screw around. And that was all it was; a joke. There was no way in hell a good woman like Carol would have given his redneck ass the time of day before the world went to shit.

He could feel the blood rushing to his face, undoubtedly turning him a bright shade of red. He hadn't thought this through. He'd been too distracted with the need to keep her safe and the promise of more alcohol to think where she was actually going to sleep. There was only one bed in the room. Sure, it was larger than any other bed he'd ever seen in his life, but there was no way in hell he was crawling into it with her. God only knew what sort of compromising position they might land up in come morning when a certain part of his anatomy tended to grow a mind of its own…

"Who says you're sleepin' in the bed?" he grunted sourly. Returning to the chair by the window he threw himself down and put his feet up on the tabletop. "Last I checked this was _my_ room."

Carol held up her empty hand in surrender. "Okay, okay. We'll talk sleeping arrangements later." She turned to him with a quizzical expression, raising the bottle up towards her face and shaking it slightly. "Glasses?" she asked, turning around as her gaze raked across the suite.

He nodded his head toward the bedside table and the two glasses sitting upside down on top. She scooped them up and headed over to his position at the table, but not before picking up a book from the nearby desk and bringing it along.

"Found some reading material," she announced, tossing the volume into his lap.

Daryl picked up the book, opening it with mild interest before slamming it closed and casting it to the table near his feet. "Great. We got booze and a Bible. What the hell else do we need?"

She chuckled at him before pouring the two drinks. There was something about the way she was looking at him tonight that was different. She looked _pleased_ to be here with him.

First time in history a woman ever looked that happy to be sharing a drink with a Dixon. That tiny voice in Daryl's head tried telling him again this wasn't a good idea, but he steadfastly ignored it and focused on the woman controlling the alcohol.

They settled into the evening, steadily working through the bottle Carol had liberated from the kitchen stores. She had ended up sitting on the floor since he claimed the only chair. As the hour wore on, the alcohol in the bottle dipped lower and lower. After going such a long time without any alcohol in his blood, Daryl was starting to feel the effects of the liquor swirling through his veins. He felt decidedly less on edge than usual. He was even laughing openly at some of the things Carol was saying. He hadn't talked much; he was content to sit there and listen to her speak. And as it turned out, Carol got quite chatty after a drink. And that was all she'd had so far; one drink. She was still working on the first glass of alcohol she had poured herself.

"Do you have anything to eat up here?" she asked, pulling herself up from her position on the floor only to fall back on her heels like a child eagerly awaiting a gift. "I'm starving." One drink and her cheeks were rose and her eyes bright. Carol was definitely a happy drunk it seemed.

He smirked at her. "Think there's some peanuts over by the mini-bar," he gestured towards the far side of the room. "Rick missed 'em when he swept the room."

Carol beamed at him like he'd just offered her caviar instead of salty pre-packaged snack food. She started to rise from her spot on the floor, but seemed to be having trouble getting her legs to co-operate. Looked like she wasn't just a happy drunk, she was also an unco-ordinated drunk. Finally, Daryl thought she might have actually mastered the difficult process of standing on two legs. She rose to her full height, smiling broadly at him as if she had just manager to kill a herd of walkers single handedly instead of simply standing unaided. She turned in the direction of the food, but before venturing forward she bent back down to the ground. Her behind raised high in the air as she reached down to retrieve the bottle from the floor.

Daryl couldn't help but stare transfixed at the sight of her firm ass right before his eyes. Normally, he was more discreet when he snuck a glance at her. He watched her constantly; he'd been aware of this phenomenon for a while now. He didn't know when it started, but he found his gaze was always drawn to her face. But they were alone here and the addition of alcohol to his system made him more brazen than usual.

This was the first time he'd ever checked out her ass. For the life of him Daryl couldn't work out why he hadn't done this sooner. In a world where there weren't much left worth looking at, the sight of her firm ass wiggling in the air was definitely worth studying.

Carol picked up the bottle of booze and righted herself, raising the amber container to him in a silent salute. She took a sip before turning and taking a step forward, but her foot caught on the rumpled rug beneath her feet. All of a sudden she was a mass of flailing limbs crashing straight down towards the chair Daryl was occupying.

She twisted as she fell, her ass landing heavily across his lap. Her impact knock the air temporarily out of his lungs, leaving him coughing and struggling to catch a breath. The bottle she had been clutching fell to the hardwood floor, connecting with a loud clink as it landed but refused to shatter. His own glass slipped from his fingers when their bodies collided, following the path of the bottle to land on the floor.

Daryl could smell the sweet tang of the alcohol as it seeped out across the timbers below. He sucked in a deep breath but he couldn't care less about the wasted booze right now. He had other problems to contend with. The fact that Carol was sitting in his lap was first and foremost the biggest problem. A close second was that he was enjoying the weight of this tiny woman's body on him. He had never been this close to her unless they were riding his bike.

He'd never admit it, but he loved the feel of her wrapped around him when they road together. When her arms were wrapped around him he could forget that a guy like him would never have a chance with someone like her.

"Sorry," she muttered, grinning sheepishly at him. "The floor's harder than it looks to navigate."

Her eyes locked on his and Daryl found he couldn't look away. Hell, he didn't _want_ to look away. Maybe it was the liquor surging through his veins, but the fact that Carol was now sitting in his lap felt right. It felt like she belonged there. With him.

He didn't want her to move. The sheepish smile slowly fell from her face the longer they stared at each other. He wasn't sure exactly when it had happened, but sometime between her falling on him and them getting suck staring at each other his hand ended up on her knee. The denim under his palm felt rough when he tentatively squeezed. Something was changing between them. Even in his inebriated state, Daryl could feel the tension in the room grow the longer he looked at her.

Feeling the effects of the liquid courage he'd already consumed, Daryl's other hand shot out to cup her face before he could stop himself. He let his thumb trace the line of her jaw, watching with fascination as she slowly leaned into his touch. He had expected her to swat his hand away; to be disgusted that he would touch her at all. But she didn't shy away. She leant into it.

_'God bless the man who made Southern Comfort,_' he thought to himself, watching as she nuzzled her face against his hand. He wouldn't have had the balls to touch her like this without those earlier drinks.

Her tongue darted out and wet her lips. Triggered by the movement, Daryl's eyes flickered down to her watch her mouth. Goddamn it, she was biting her lip! He had the sudden urge to suck that lip, to take it into his mouth and bite down on it hard.

Where the fuck had that come from? He went from looking at her face earlier today to wanting to suck on her lip like some kind of freak? Jesus, maybe he had drunk too much tonight. The fact that he haven't tried to escape from under her body was a testament to that fact.

His eyes stayed fixed on her mouth as she inched forward, closing the gap between them. She was so close now that he could feel her warm breath fanning over his face. She smelt sweet like the alcohol she'd just imbibed. Her gaze darted down to his mouth then returned to his eyes before she halted her forward progression, stopping just an inch from his lips. Their eyes stayed locked; each searching for permission to push forward towards the other.

Then she closed the gap and their lips finally met.

Daryl had kissed other women before. Normally, they were drunk bar sluts or Merle's cast-offs, but no matter who those women had been, he hadn't cared about them. They were just a means to an end. They were a cheap fuck against a bathroom stall or the backseat of his truck and nothing more; a conquest to satisfy a primal urge. He had never really enjoyed kissing them. But Carol, she was something else. She was sweet and kind and actually treated him like he was someone who mattered.

Carol was the first woman he actually wanted to kiss.

It started out tentatively, with her applying the barest amount of pressure. It was more of a peck than anything else. Just as soon as it started it was over. Even though she had moved deliberately toward him and  
initiated the kiss, the alcohol flooding his mind hindered his body from reacting. He didn't even have time to respond before she was pulling away from him all too soon.

Her face was a mix of surprise and anxiousness as she watched and waited for his reaction. If a year ago some woman had literally fallen into Daryl's lap then proceeded to kiss him like that he would have pushed her ass off of him and hightailed it into the woods. But he wasn't the same man he had been a year ago. He had never felt this swelling in his chest a year ago.

It was the sweetest kiss Daryl had even experienced in his entire life. God help him, he wanted another.

Leaning forward slightly, Daryl slid the hand cupping her jaw further back until he was holding the nape of her neck. He squeezed experimentally, his action rewarded with a breathy sigh escaping her slightly open mouth. Pulling her head back down to him, Daryl started intently at her before angling his head up and letting their lips meet for a second time.

He moaned when their mouths collided. This felt right. This _was_ right.

Her tongue slipped into his mouth and she deepened the kiss, taking the control back from him with that one action alone.

Good Lord, Daryl had never been kissed like how Carol was kissing him now. The woman could do things with her tongue that he never even knew existed. She twirled and twisted and flicked it inside his mouth, letting the soft flesh explore every inch of him there. He let her take the lead; content to follow whatever path she led him down.

He was vaguely aware of her weight shifting. The comforting feel of her across his lap was gone for a second before it was back again with her weight distributed differently around him.

Sweet Jesus, she was straddling him! He was a rabbit caught in the snare of her thighs. But instead of his normal knee-jerk reaction to flee such intimate human contact, he found his arms winding around her, pulling her tighter against his chest.

This was one snare he didn't want to escape from.

Her lips did not leave his when she made the move.

Carol's hands pressed down hard on his shoulders and she ground her body against his. Just having her on top of him like this felt incredible. He wanted to touch her, good Lord how he wanted to touch more of her. But he just couldn't work out where to put his hands. Finally, he settled for letting one hover gently at her waist while he pressed the other to her back, keeping her body tightly held against his chest.

Pressing down lightly, he stifled a moan at the feeling of the soft curve of her hip beneath his hand. But just resting his hand on her denim-clad waist wasn't enough.

He wanted more; he _needed_ to feel more of her.

Slowly, his right hand teased the skin of her waist where her sweater and jeans met. The skin he found was soft and smooth; everything he thought it would be. He hesitantly slipped his hand further inside her top, letting it drift upward until the tips of his fingers grazed her ribcage. God, how he wanted to move higher, but a voice in the back of his mind kept saying that this was wrong. She was drunk and would never want him touching her like that.

The voice in his head was abruptly silenced when Carol's hand landed on top of his and guided him further up, connecting his hand with her lace clad breast. He groaned into her mouth when he was finally wrapped around her tit. He felt the nipple pebble against the lace barrier she wore. She left her hand on his and squeezed, encouraging him to follow suit.

Daryl couldn't stifle his moan at feeling the weight now in his right hand. He squeezed again of his own volition and she ground her groin into his in response. She liked him touching her he realized. She wanted him to touch her.

Daryl fought with himself not to throw her down on the floor and fuck her senseless right then and there.

She pulled back from him, severing the kiss and breaking the connection he had with her breast. His hand, previously warm and content was now empty and cold. Daryl's left hand tightened on her back, applying pressure to try and coax her back to him again. A million questions whirled through his mind, throwing his insecurities into sharp focus. Did he do something wrong? Did she regret kissing him? Was she disgusted to be on top of a redneck like him? Had she woken up from her alcohol-induced fog to realize he had his hand up her shirt? What if-?

Daryl's silent questions ceased when in one quick motion Carol's hands went to the bottom of her sweater and swiftly pulled the blue knit over her head, freeing it from her torso. The garment fell from her hands and hit the carpet, but Daryl wasn't watching the flight pattern of the shirt; he was too busy watching something else much more enticing.

Carol was straddling him, her chest heaving and her hands clamped down on his shoulders, wearing nothing on top but a white lace bra and a lustful expression. She looked like she was gearing up to eat him alive. No woman had ever looked at him like she did now. Fuck, he wanted to bury himself deep in her.

He had never seen anything so sexy before in his damn life.

Her hand darted out and grabbed a handful of his collar, yanking his body forward with a strength he didn't know she processed. Her eager mouth collided with his, their teeth scraping together before she slipped her tongue into his open mouth again without a moment's hesitation.

His arms snaked around her with a mind of their own, crushing her body against his in an effort to keep her as close as possible to him. Her nipples – now firm and standing to attention - where easy to feel against his chest despite him still wearing a shirt. He felt the muscle of her thighs flex against his hips and he pulled her tighter into his body. He pressed into her, pushing her backwards as he chased her lips with his own. He could vaguely feel Carol's body folding backwards on itself as he hunched further over her. Taking the opportunity presented, he pulled his mouth from hers to explore the long expanse of neck now readily available to him. Carol responded in turn, moaning when his lips nipped at the tender flesh just below her ear.

He kept this shit up they'd both fall right out of the ugly yellow chair and land on their collective asses on the alcohol-covered floor below. Not that the thought of him and her tangled together didn't sound appealing right now, but Carol deserved better than a quick fuck on the floor like some cheap date. If they were going to do this, they were going to do it right. They were in a hotel, in the honeymoon suite for God's sake.

Daryl wanted to take her to bed. He wanted to take _her_ in a bed.

He stood, slipping his hands under her ass and lifting her easily in his arms. Her thighs tightened with a vice-like grip against his hips, holding her body tightly against his as he moved. At this point, if Daryl had of let go of Carol she would have still been securely attached to his body. If only Carol knew the things she did to him tightening her grip like that. They needed to be in that bed _now_.

He stepped forward and felt his knees connect with the curved edge of the tabletop directly in front of the chair. Well, that was strike one. He needed to get past the table to find that bed. But the way he was feeling right now, that bed was too far away. It was only on the other side of the room, but it might as well have been in fuckin' Russia as far as he was concerned. Daryl didn't want to put the woman still in his arms down just to find the goddamn bed located on the furthermost side of the room. He had more pressing matters to deal with, and considering how tightly Carol was clutching him, he was sure she could also feel that matter pressing tightly against her stomach.

While the bed felt like it was on the other side of the world, the table his knees ran into was right there…

Bending slightly, Daryl proceeded to place her down on the tabletop, pressing his body forward and encouraging her to recline in turn. He unlatched one arm from her ass long enough to sweep an old phone and the empty liquor bottles from the tabletop, absently hearing them crash to the floor with a clatter. Ok, it wasn't a bed, but all he could think about was the woman in his arms and the fact that he needed to get her out of the rest of her clothes. Right now.

Carol reclined with his gentle indication and laid back flat on the tabletop. Daryl followed her body with his, not willing to untangle himself from this woman for more than a second as he leaned over the top of her, supporting his weight on one arm. His other arm was lodged under her body; his hand still firmly attached to her ass. He couldn't help but smirk at the sight of her before capturing her mouth with another kiss.

There was something tugging on his shirt. Breaking the kiss, Daryl looked down to find Carol unbuttoning his top one-handed. His mind automatically wondered what else she could do with just that one hand-

Before he could stop himself, his hand latched onto her wrist, ceasing her actions. His body stilled over hers, pinning her to the tabletop. He didn't want her to see his scars. Didn't want her to judge him. He couldn't take it if he looked into her eyes and he saw pity or disgust there. Not from her. He could barely handle it from others, but if she looked at him that way…

"It's ok," she whispered, her voice cutting through the silence of the room. She place a hand on his chin and angled his face back towards her. Taking a deep breath, Daryl finally looked into her eyes. He didn't see pity or disgust there. What he saw was warmth and need and want. Pure want. Carol nodded her head reassuringly at him, her gaze never wavering. "I know."

Of course she knew. She'd seen him at the Greene farm when he was injured. The first night she had kissing him, albeit only on the forehead, she would have seen the scars. He knew he hadn't covered himself quickly enough when she'd entered that room.

Slowly, moving like a hunter not wanting to startle skittish prey, Carol moved her hand away from his chin and down to his shirt. Her eyes never left his as she continued unbuttoning. Pulling the wrist he was still latched onto back towards her, she tried to distract him with feather-light kisses peppered across his hand. When she reached his thumb, she gently kissed down the length of it, pausing when she reached the tip. Her eyes locked on his as she swirled her tongue against the nail before taking the entire thumb up to his knuckle into her mouth. Carol's eyes were molten lava when she looked up at him, watching his reaction as she slowly dragged her mouth back, her teeth raking against his skin as she sucked the digit, releasing it with a 'pop' at the end.

Jesus, this woman was trying to kill him. Daryl felt the remaining blood in his body rush straight to his dick with that one action. God, just imagine that if instead of his thumb her mouth was wrapped around his-

He pulled both of them up from their reclined positions so she was sitting upright on the table, her legs dangling either side of his thighs. She pushed the shirt from his shoulders, taking his vest with it. He stood before her, his scars exposed completely to her now.

Carol leant forward and kissed his bare chest, running her tongue along each scar she could reach. Daryl forgot she was touching his scars. All he could thing about was the half-naked woman in front of him and how she was healing him like no-one else ever had before. She took one of his nipples in her mouth and flicked it with her tongue, smirking up at him when she bit down on the tiny pebble. The pain brought a promise of pleasure. He groaned in response and thrust into her.

He launched himself at her then, enveloping her within the protective circle of his arms and crushing her body to his. He savoured the sensation of skin against skin. For the moment, it didn't matter to him that she was still wearing a bra and they both still had their pants on. For now, this was enough. He had never been this open, this exposed with a woman before, and he was still pretty much dressed. Every time in the past when he'd been with a woman he had kept his clothes on, preferring to just get his cock out when the need arose. He never trusted those skanks with his past or with his pain. His head fell to her naked shoulder and he inhaled her scent.

God, how he wanted her. But what would a good woman like Carol want with a no-good redneck like him anyway? Daryl Dixon had been told his whole life he was good for nothing. He never had any reason to think someone like Carol would ever want to be this close to him.

They stayed like that for several minutes, savouring the sensation of their bodies so closely pressed together.

The feel of her lips settling against his neck broke the reprieve, pulling him from his thoughts and back to her. She had to know the effect she had on him. The hard evidence was lodged between them and he was certain she could feel him digging into her stomach every time he ground against her. But maybe she didn't know, not really anyway. The drink she had earlier was sure to be affecting her senses. The little voice in the back of Daryl's head started getting louder and louder the more he thought about it. Carol was drunk, plain and simple. Sober Carol would never have sucked on his neck like drunk Carol was doing right now.

Daryl's eyes rolled back in his head at the feel of her clamping down on the skin between his shoulder and head. Fuck, he wanted to be inside of her. But as much as he wanted her, he couldn't. Not like this. He couldn't take advantage of the inebriated woman whose legs he was standing between now.

He might have been a Dixon, but that didn't make him a bastard.

"Carol," he started, pulling back from and groaning at the feel of her lips leaving his skin, "stop. We can't do this."

"I want to," she breathed, leaning forward and reclaiming his exposed flesh in her mouth. Her legs tightened around his hips and he couldn't stop himself from thrusting into her again.

Daryl pulled her away and held her at arm's length. He needed some distance between them so as not to succumb to her temptation. "You're drunk," he stated, his eyes boring into hers.

Funnily enough, her eyes weren't nearly as beady or bloodshot as he'd expect a drunk Carol's eyes to be. She actually looked kind of sober.

Carol shook her head, a determined set to her jaw when she spoke. "I'm not."

"Come on Carol, you couldn't even walk straight. How the hell else do you think you landed ass first on me?"

She leant forward, wrapping her arms slowly around his neck. "Maybe I fell into that chair on purpose," she whispered in a sultry voice.

His hands snaked up to grasp the wrists encircling his neck, stilling them in their tracks. Her fingers threaded lightly through his hair as he studied the woman sitting before him. Her chest was heaving and she was flush with a slight sheen of perspiration. The more he looked at her, the more she didn't seem as drunk as she once did. She just looked really turned on. But if she wasn't drunk why would she be sitting like she was now, half naked wrapped around him like a vine?

Daryl swallowed loudly, contemplating his next question. "Why'd you wanna do something like that?" he finally asked, his arms sliding away from her wrists to settle on her thighs.

Carol shrugged her shoulders and smiled at him. "I just thought I'd have to get you drunk to have my way with you."

"So you played drunk to get me into bed?" Daryl asked incredulously. He didn't know whether to be insulted or impressed at her antics.

"I'll admit, it wasn't the best thought out plan I ever had. But I want this Daryl." Her hold on his neck tightened, dragging his head back down towards hers. She put her mouth against his ear. "I want you. I have for a long time now."

He trying to concentrate as her mouth found its way back to the tender spot on his neck. She was nipping and biting at him like she was a goddamn vampire in search of blood. He wanted to believe it wasn't the booze that led them to this position.

"You sure you ain't drunk?" he groaned when she ran her fingernails down his back. His resolve to stop this was wavering. Trying to do the right thing was proving harder than he thought.

"You want me to take a sobriety test?" she asked with a chuckle, letting her tongue run the side of his neck. He hissed when she bit down again on the tended skin just under his ear. Fuck, if Carol kept this shit up he'd have the mother of all hickeys come morning.

Daryl found he couldn't care less if he woke up tomorrow covered head to toe with hickeys, just so long as it meant she was clear headed and she knew what she wanted.

"I want you Daryl," she repeated before returning to her assault on his neck with renewed vigour. "This has nothing to do with alcohol. I want you." She bucked her hips against his. "Don't you want me?"

She was trying to kill him; he was certain of that fact. She had to know he wanted her. She had to _feel _how badly he wanted her. He growled in response and dug his fingers into the denim covering her legs. Fuck, she was driving him crazy with what she was doing to his neck. He wanted to touch her.

His hand found its way back to her lace covered breast without her guidance this time. He palmed the mound, grinding his hips into her core as he moved. He became acutely aware of the amount of clothes she was still wearing. His other hand moved down between them, flicking the button of her jeans open easily. But he didn't want to just shove his hands down her pants. He wanted to unwrap her like a Christmas present. He hadn't really received many presents as a kid, he figured it was time he unwrapped something he'd been waiting her whole life for.

Daryl let his hands rake slowly down Carol's body. His thumbs flicked over her lace covered nipples, earning him a low moan. Her chest heaving, pushing her tits up and down against the confines of the bra she wore, her hair tussled, her lips swollen. God, he had never seen her look more beautiful.

By the time he'd reached the waistband of her jeans Carol was breathing heavily and was lying back flat on the table. He felt a surge of pride knowing that he had done this to her. Made this woman respond like that.

He couldn't wait any longer to open his present.

He slipped his hands down either side of her hips, slowly dragging the jeans down as he moved. He stopped once the pants were just grazing the tops of her thighs. Something caught his eye and he stopped his mission instantly. He stiffed a moan of his own when he gazed at the woman lying before him with her pants half hanging off. Christmas had definitely come early this year.

"It's the goddamned apocalypse. Where the hell you get lace panties from?" he asked with wonder, running his hand reverently across the tiny scrap of black material barely covering her sex. His hand was bathed in her heat and warmth instantly.

Carol smiled coyly at him. "Victoria Secret. Good for all occasions." She sat up and wrapped her hand around his neck, pulling him closer. "Or would you rather I go without," she breathed into his ear.

Daryl groaned without restraint. He felt his dick growing harder as soon as the words left her mouth. The thought of Carol walking around without panties on, riding behind him like that-

She kept this up he'd never make it through the night.

He couldn't control himself; ripping the pants clear from her body and tossing them across the room. She was left sitting on the table in nothing but her bra and panties now. Daryl grabbed her behind the knees and swiftly dragged her ass across the table, her body slamming hard into his chest. Her thighs hooked automatically around his hips, grinding her pussy against his crotch.

Daryl grabbed her neck, pulling her tightly to him once more. "No fuckin' way," he answered, driving his tongue aggressively into her mouth and returning his hand to her perky tit.

She breathed into his mouth, obviously surprised by his sudden act of dominance. Carol melted into his arms, grinding her body against his in a desperate attempt to achieve some form of relief. Her legs wrapped around his waist tightly, crushing her body against his.

Daryl wanted more. He wanted to feel her pussy wrapped around his fingers. He wanted to feel her come on his hand. He wanted to make her come.

His hand left the comfort of her breast to travel down the firm planes of her stomach. When he came into contact with the waistband of the panties he quickly slipped his fingers under the elastic, intent on finding the prize inside. The soft curls covering her sex tickled his hand, but he continued his journey south.

He felt Carol's breath catch in her throat when his fingers finally ghosted over her wet sex. He teased the lips he found, edging them apart with the tip of his middle finger. The scent of her arousal filled his nostrils. Taking a moment to inhale, Daryl then dragged his finger across her pussy, relishing every breathy moan and squirming motion his actions produced. His finger travelled higher to find a tiny pearl of flesh. As soon as his fingers came in contact with that Carol cried out and bucked against his hand, her legs wrapping even tighter around his hips and holding him in place against her.

Jackpot.

He rubbed the nub gently at first, watching her face for conformation this was how she liked it. He must be doing something right, judging by the sounds she was making. Her hips started thrusting against his hand as he worked and he knew she was close. His movements became harder; more pronounced. Her face was contorting with an expression of pleasure so intense it could have easily been misinterpreted for pain.

The sounds coming out of her mouth were driving him crazy. He was getting hard as stone listening to her fall apart under his ministrations, but despite the fact his dick was pleading with him otherwise, he wasn't ready to be inside her yet. He wanted to make her come first. He wasn't sure he'd last for long enough to push her over that edge when he was finally inside her. Carol had other ideas though. Her hand shot out, cupping his hard length through his pants as he worked her into a frenzy. The feel of her hand touching him through the fabric caused him to groan loudly and his forehead dropped to her shoulder. He turned his head to capture her mouth in a searing kiss, tasting the deepest reaches of her mouth as he explored her depths with his tongue.

Fuck it. She was causing him to lose any common sense he once had. He had to have her. Now. Daryl leant forward, pushing Carol backwards on the table, then followed the path she had set, crawling over top of her. Both of them were on the table, his weight supported over her by one straining arm while the other continued the assault on her nether regions.

"This ok?" he asked shakily, turning his attention to the exposed skin of her neck.

She stretched to the side, giving him more room to work with. "Yeah," she breathed between moans. His hand was still lost in the panties as her own hand struggled to work his belt buckle open.

Shaking started to happen under Daryl, but this didn't feel like Carol was responsible for it. He stilled his hand, earning him an annoyed grunt in his ear. More shaking started to happen, accompanied by swaying. Carol's hand stopped its movements at his belt; she too had realized something wasn't right.

The sound of wood slowly splintering filled the room. Daryl's head snapped up to lock eyes with Carol. They both knew what was happening.

The table they were planning to fuck on was going to collapse beneath them.

Swiftly he jumped down from the table, wrapping his arms around Carol and dragging her up with him. That final movement from them both proved to be the tipping point for the hotel table though. The top of the timber furniture crashed to the ground with a muffled thud. It looked like the central support beam just couldn't take the pounding it had received.

There was no way anyone could try and have sex on that thing now.

The sound of Carol's giggling rang out though the room. Her laughter brought a smirk to Daryl's face. First time he and her try to get physical and they break the fucking furniture.

His eyes went down to the woman he was still holding in his arms. Her standing there, clad in only those tiny panties and that lace bra while she wore was a smile sent a fresh wave of desire thought him. Her smile slowly morphed into blatant lust as Carol gazed up at him. Before he knew what was happening they were kissing again. Her body was pushed up tightly against him, her hips grinding into his. He wanted her. Right fucking now.

"Bed?" he panted, breaking the kiss and staring into her eyes.

Carol nodded her head. "Bed," she agreed in a breathy voice.

He wrapped his arms around her, his hands sliding under her ass once more to pick her up. Her legs seemed to wrap around his middle instinctively, aligning their cores perfectly. He could feel the heat of her pussy radiating though their clothing. Her mouth settled over his once more as their tongues battled for dominance.

Daryl stepped around the remnants of the table. It was hard to navigate the room using only the light of the lantern in the corner. Cracking one eye open he tried to move forward while still focusing on kissing her, but Carol was distracting him with her tongue and he had trouble putting one foot in front of the other. It was slow going, but there was no way in hell he was letting go of this woman now. It had taken them so long to reach this point, he would not let anything stand in his way now.

The bed was on the far side of the room. That was his destination. He was going to make love to Carol on a bed like she deserved.

Taking a step forward, he caught his boot on the same bunched up rug Carol had tripped over earlier, causing him to lose his footing and send both of them crashing into the closest wall. Carol's back connected with a loud thud, stilling her lips as she yelped in pain.

"Sorry," he grunted feeling instantly ashamed. "You ok?"

"I'm fine," she panted, writhing against him. "Don't stop."

He followed her orders, returning his attention to the delicate skin of her neck. He bit down hard on one particularly enticing area and she growled in his ear. Her hand worked its way between them, unzipping his fly and pushing his pants down past his hips. Daryl felt her fingers wrap around his hard length and he let out an involuntary hiss in response. When she tightened her grasp his forehead hit her shoulder. The pressure she was creating was unbelievable.

Her strokes became harder, more insistent. If she kept this up they'd never get to the main event.

There was no way in hell he'd last much longer if Carol kept jerking him off like that. He cast one last longing look at the bed on the far side of the room then returned his attention to the woman with her hand still pumping him. The bed was just too far away.

"Fuck it," he panted, swatting her hand away. He wouldn't make it to the bed. This was happening, and it was happening against a fucking wall. He didn't have time to remove the underwear she was still wearing. He couldn't wait another second. Daryl pulled the crotch of her panties aside and thrusting his cock into her firmly, burying himself to the hilt in her wet cunt.

Her back arched against the wall in response to his sudden action. She let out a cry of unmistakable pleasure as he continued to work her. He thrust into her eagerly, almost harshly. The pure animalistic need he felt for her was evident in his actions. One hand held onto her thigh, his nails biting into the soft flesh underneath as he supported her weight. The other hand fisted on the wall next to her head as he tried to establish the right rhythm to make her body hum.

He didn't have to work on that rhythm for long though. He felt the tell-tale signs of Carol's walls tightening around his cock. He had barely started and she was so close to the edge already. All she needed was one last push to send her soaring over. The hand fisted against the wall snaked down between their bodies, seeking the swollen bundle of nerves of her sex. His finger barely brushed over the engorged bead before Carol's back arched almost violently against the wall, pushing her body against his as she hit her pleasure centre with a strangled cry and eyes clamped tightly shut.

Her hand shot out, trying desperately to make purchase with something, anything, as she rode the wave of pleasure. He watched as her hand clasped fiercely at the closest object – the heavy yellow velvet drapes curtaining the window. Fisting her hand deep within the fabric, Carol pulled against the curtain, yanking the velvet and its attached rod clear off the window. Moonlight streamed into the room with the loss of the fabric barrier, bathing them both in a silvery glow.

Daryl had never felt anything like he did when Carol came. She clamped down hard around his dick; her warm, wet heat an inviting vice trap he was happily caught in. Daryl continued to thrust into her until she coasted over her high and returned back down to the earth with him. His movements decreased from powerful thrusts to lazy rolls of the hips. He hadn't reached his peak yet, but that wasn't a problem.

He wanted to hold off for as long as he could tonight. Who knew if they would ever get another chance to be together?

Carol's head was lolling around on her neck, threatening to come unattached at any moment. She finally opened her eyes to gaze at him through glazed-over eyes.

"You alright?" he asked between pants.

Carol started chuckling. "You're kidding, right?" she asked, an enormous grin fixed on her face. "You?" Carol narrowed her eyes at him. "You didn't, did you?" The grin fell from her face at the realization.

Daryl ground his still-hard dick into her slowly. "Not yet, but we got plenty of time."

He looked over at the bed. In the past, it had always just been fucking. Plain, simple, animalistic fucking. But he wanted more for Carol. She deserved better that a redneck pinning her against a wall and fucking her before he even bothered to undress her. Now, he wanted to make love to her like she deserved.

He picked her up and carried her to the bed, his cock still hard inside her. He laid her down gently amongst the pillows and took a step back. He wanted to commit the image on the bed to memory. Carol was sprawled out across the bed, her chest still heavily from her orgasm, her skin flush with the faintest trace of pink. Her eyes were dark with lust.

He crawled over her still-panting body, making quick work of freeing her from the underwear she was still clad in. He quickly followed suit, shucking the rest of his clothing before pouncing on her. The feel of his naked body sliding against hers was unbelievable. He wanted to run his tongue along every single inch of her soft skin.

The hunter was too busy revelling in the catch of his prey that he didn't notice the shift of power occurring in the room. One minute his body was on top of her, their legs tangled together, the next he was on his back staring up at the ceiling with her teeth tugging on his nipple.

There was something on the roof that caught his attention. Narrowing his eyes, Daryl found there was something in the room he hadn't noticed when he'd examined it earlier.

There was a motherfucking mirrored ceiling over the bed. The honeymoon suite came fully equipped with everything apparently. He watched with fascination as Carol's head bobbed across his chest. Seeing her like that gave him an idea. He just hoped she'd go for it.

Daryl flipped their bodies back over so she was once again flat on the mattress. She giggled into his ear and moved to attack his neck again. Daryl pulled his body away from hers and gazed at the woman lying before him. He propped himself up on his elbow and gently grabbed her hand, letting their combines fingers travel down the length of her taunt body until he reached the apex of her open thighs.

"Look up," he directed, watching as her eyes flickered to the ceiling.

A surprised gasp escaped Carol's mouth when her eyes locked on the mirror above the bed. Her cheeks were turning pink with a blush. The hand he had led to her thighs flew up to cover her open mouth.

"Show me," he said with lust filled voice.

A frown appeared on her face. "Show me?" she asked, turning her face towards him. She was clearly confused by his command.

Daryl look her again hand and guided it back to her centre. He kept his gaze bashfully averted as he spoke to her. "Show me how you touch yourself."

God, he hoped she went for this. He had never watched a woman touch herself like that unless it was in a porno, but as soon as he saw that mirror hanging over the bed it was the only thing he could think about.

Daryl Dixon didn't want to watch a recording. He wanted to watch Carol touch herself.

She looked up at the roof fleetingly before returning her gaze back down to him. She chewed nervously on her bottom lip for a moment, mulling the request over. The minutes ticked by and Daryl thought he'd fucked this all up. She was probably disgusted with what he wanted her to do. Whatever made him think a good woman like her would ever-?

This thought was interrupted by her nodding her head in agreement.

Daryl's eyes flew to the ceiling when movement caught his eye; her hand had started working on her core already. She slowly stroked her sex as he watched in awe. As she became more confident her actions became more pronounced. Tiny flicks of the wrist became larger strokes. Her actions were focused on the tiny nub of flesh that held the key to her climax. Daryl's eyes were fixed on the mirror as he watched her tiny hand work furiously against her clit. He started tugging on his own cock in response. He never thought watching her would turn him on so much.

He couldn't just watch the show anymore from the sidelines; he wanted to play ball.

She growled when he leant across her body and took one of her nipples into his eager mouth. The flesh pebbled in his mouth as he swirled his tongue around it. Good Lord, he wanted more. He couldn't stand it any longer. He had to know what she felt like. He slid his hand down her stomach, finally reaching the apex of her thighs. He slipped a finger inside her tight cavern as she kept the pace up on her clit. He tentatively pumped his finger in and out, revelling in the feel of her walls grasping his finger tightly. Fucking hell, she was so tight and he'd only just put the one finger in.

She was starting to quake beneath his hand, her walls becoming slicker and constraining. With one final thrust he inserted another finger pushing her over the edge and into oblivion.

The feel of her clamping down on his finger like that filled Daryl with a primal desire like he'd never felt before. He need to bury himself in her again and feel her warmth encompassing his dick. He wrapped his arm around her still shaking body with the intent of pulling her on top of him. He didn't take into account the amount of force he put behind that action. He moved too quickly and with too much force, rolling them both off the bed to land heavily on the floor together.

He felt his head connect painfully with the floor, followed by a weight landing on top of his body. Carol had fallen directly on top of him, knocking the air from his lungs. He was hurting all over, but at least he'd cushioned her fall.

"Fuck me," he grunted, his head flying to his throbbing temple.

Carol's body shook with laughter on top of him. "If you insist," she giggled, sinking down fully onto his hard shaft.

Daryl may have had a concussion, but he was certain there was no chance he'd fall asleep with this woman riding him for all she was worth.

* * *

The weary survivors trickled out of the hotel one by one the following morning, loading their two vehicles with the newly looted supplies stripped from the hotel. They all hated to leave the one place that had offered them a decent night's sleep, but they knew they had to keep moving. They had to put as much distance between them and the Governor as they could.

Daryl swung his leg over his bike, taking a leisurely sip of his coffee as he watched the other members of the group prepare to move out onto greener pastures.

Carol was bustling about carrying a still-sleeping Judith in her arms. She passed the baby off to Carl when the kid walked by. The younger Grimes had actually managed a smile for his baby sister; that was something. Meant the day might not end in a complete shit storm for a change. Daryl felt a shy smile of his own grow as he watched Carol carry on with her morning routine of checking everyone was happy and had eaten.

The coffee Maggie had found in the kitchen was helping with his hangover, along with the aspirin Carol had wordlessly handed him over breakfast.

He couldn't stop thinking about what had happened between him and Carol last night.

Daryl had woken that morning to find the room in complete disarray from the previous night's events. Between them, they'd managed to practically demolish the honeymoon suite. The table was shattered from trying to support the weight of both of them at the same time and the large window was minus one-half of the curtain from Carol grabbing at it when she came. The bottle of Southern Comfort was left laying on its side; the contents having sloshed out to leave a slowly drying stain on the rug and floorboards.

After their foray into floor sex, they had also managed to fuck on every single surface in the room, resulting in the countless vases of fake flower becoming strewn haphazardly across the ground. The cherub pictures hung at odd angles from him slamming her up against the walls again and again. The padded yellow chair had also fallen victim to their midnight screwing. Daryl had sat back in it and happily watched as Carol rode him hard in search of her fourth orgasm of the night. He'd been content at that point for her to do whatever the hell she wanted to his body. When he'd leant back to get a better view of her tits bouncy in his face the damned chair had toppled over backwards with them still in it.

Didn't stop Carol from continuing to fuck him senseless though. The crash when they collided with the floor had only driven Daryl deeper into her and she'd cried out his name in response.

In fact, the only place they hadn't done it was the bed itself. They righted that wrong as soon as they were both awake that morning. The presentation of the heart-shaped soaps he had found for her the night before may have had something to do with their morning tryst as well. His head felt like it might split open this morning when he woke up, but Daryl was not about to let a bitch of a hangover stop him from being with his woman. That's what Carol was now; his woman. They hadn't discussed it, but he knew it was true. What happened up in Room 305 was more than just Carol having her way with him when he was drunk.

It was the start of something new for both of them.

Everybody was piling back into their rides. He threw his empty coffee mug on the ground. They had plenty and he wasn't exactly going to go load it into the hotel's dishwasher. Carol gave him a meek smile as she walked past, headed straight for the truck holding the Grimes family.

That shit was not going to fly.

"Hey," Daryl's hand reached out and brushed Carol's, halting the woman in her tracks. "Ride with me today." It wasn't a request.

"But Rick-"

"Can handle his kids alone for once." He tugged gently on her hand, forcing her to take a step closer to him. "Come on," he ran his thumb gently across her knuckles, tracing small circles against the taunt skin. "Ride with me."

Carol cast one last look back towards the truck. Daryl couldn't see her face, but he saw Rick smirk at them and nod his head in understanding. The leader of their groups understood who Carol would be making her way with today. She turned back to face him and climbed on behind him, she arms lightly circling his waist as her legs settled either side of his.

"You better hold on tight," he said. The way she was holding on he'd lose her as soon as they hit the first turn out of the hotel.

The muscles in Carol's thighs clenched against him. "Like last night?" she whispered huskily into his ear, her hands tightening on his chest and her breasts flattening against his back.

God Lord, he could feel her hard nipples through his leather vest. He wanted her again and it hadn't even been an hour since he'd last had a taste.

Daryl turned on the seat to regard her for a moment. God, just sound of her voice in his ear like that made him hard. There was a mischievous twinkle in her eye and she was chewing her bottom lip. The fucking lip he wanted to bite down on yet again.

Pity they had an audience, otherwise he might have been tempted to do just that. He had to settle for something else aside from mauling her right now

He leant forward to cup her face, their eyes locking for a moment before he closed the distance between them and pressed a lingering kiss to her mouth. She gasped lightly before returning the simple kiss. He was vaguely aware of the sound of whistles and clapping somewhere in the background but he couldn't care less.

At that moment, all he knew was that he needed to kiss the beautiful woman whose legs where wrapped around him like a snare. And for the first time in his life, he wasn't running.

She had him completely caught and there was nowhere else he wanted to be.

**Author's Note: Thank you all so much for the reviews and follows. I couldn't believe there were 20 follows for this story. I hope you enjoyed the second chapter. It's huge (that's what she said), but like I said in my A/N in the first chapter, it just kept growing and growing. I've never written smut before and I wanted to give it a try. Probably won't do it again, but at least I've tried something different. And for a creature of habit such as myself that is a gigantic step. Kaye mentioned once I should try my hand at writing something smut-related and that piece of encouragement pretty much lead to what you've just read.**

**And on that note, please be gentle…it's my first time after all ;)**


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